FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ARDSLEY ADVISORY PARTNERS LP

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/21/2019 

3. Issuer Name and Ticker or Trading Symbol

SunOpta Inc. [STKL]

(Last)        (First)        (Middle)

262 HARBOR DRIVE, 4TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        ___X___ Other (specify below)
/ See Footnotes(1)(2)(3)

(Street)

STAMFORD, CT 06902      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)

 

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11930985 I See Footnotes (1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This Form 3 is being filed by Ardsley Advisory Partners LP (the "Advisor") on behalf of itself and Ardsley Advisory Partners GP LLC ("Advisor General Partner"), Ardsley Partners I GP LLC (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), Ardsley Healthcare Fund, L.P. (the "Healthcare Fund"), and Ardsley Ridgecrest Partners Fund, L.P. (the "Ridgecrest Fund"), and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the Advisor General Partner, the General Partner, the Renewable Energy Fund, the Duckdive Fund, the Healthcare Fund, and the Ridgecrest Fund, the "Reporting Persons"). The General Partner serves as general partner to the Renewable Energy Fund, the Duckdive Fund, the Healthcare Fund, and the Ridgecrest Fund. Hempleman is the Managing Member of the Advisor, the Advisor General Partner and the General Partner.
(2) This amount reflects the amount of securities held by the Reporting Persons immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the General Partner, the Advisor and Hempleman, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner and the Advisor are the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
(3) (Footnote 2 continued). Hempleman is the Managing Partner of the General Partner and the Advisor and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Hempleman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ARDSLEY ADVISORY PARTNERS LP
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902

X
See Footnotes(1)(2)(3)
Ardsley Advisory Partners GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Partner I GP LLC
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
HEMPLEMAN PHILIP J
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Partners Renewable Energy Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Duckdive Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Healthcare Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)
Ardsley Ridgecrest Partners Fund, L.P.
262 HARBOR DRIVE, 4TH FLOOR
STAMFORD, CT 06902



See Footnotes(1)(2)(3)

Signatures
/s/ Steve Napoli, Partner10/22/2019
**Signature of Reporting PersonDate

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